Twilight Sparkle levitated the last bolt of fabric over to the shelf it belonged on and took a step back to admire her work. She'd arrived at Carousel Boutique almost an hour ago to meet Rarity for a promised tea time and had discovered Ponyville's fashionista in the midst of one of the worst messes she'd ever seen. The place looked like it had been hit by a hurricane and Rarity had confirmed that such had been the case, at least figuratively speaking.

The hurricane had gone by the name "Cutie Mark Crusaders", who had insisted on trying to help Rarity clean up the boutique. Yesterday had been the annual Nightmare Night festival and Rarity hadn't participated in it due to fussing too much over her own costume. As a result, her work area had looked more like a disaster area even before the Crusaders set to their work. While Twilight was still not privy to the results of the girls' endeavor, she felt it was safe to assume that it had not ended well evidenced not only by the state of the boutique but also the nervous twitch that had plagued Rarity's right eye when she'd first arrived.

"I can't thank you enough for your help, Twilight," Rarity said, sighing exhaustedly as she looked around the tidied workroom. "Much as I know my sister and her friends had their hearts in the right place, I would appreciate it if they would learn some respect for other ponies' property. Not to mention better tidying skills."

"I'll have a word with Cheerilee and see if she can try to reinforce that with the girls at school sometime soon," Twilight told her after stifling a chuckle. "And you're quite welcome, by the way. For all the times you've helped me clean up the library the least I could do is return the favor."

"Well, let's not waste much more time here. A cup of tea and a daffodil sandwich sound quite right to me. And it'll be my treat so don't you dare think of paying today. It's the least I can do to show my gratitude for your help. Let me just put up my 'closed' signs in the shop below and we'll be on our way."

As Rarity set to the task of temporarily closing up shop, Twilight looked back around Rarity's working space. Fabric, thread and various accoutrements lined the shelves, all neatly organized thanks to their joint efforts. One thing, however, caught her eye on a high shelf in the back of the room. It was a small, red pile of cloth that looked rather old. With Rarity still downstairs closing up shop, Twilight levitated the cloth down to her and looked it over. It was a filly-sized costume in the shape of a lobster. Something about it seemed oddly familiar to Twilight and she found herself searching her memories for what it could be.

It came to her in an instant; a day almost lost to her memory because it had happened so long ago. She looked back at the costume again and felt a mixture of feelings: surprise and bewilderment to name two, but more than anything else she felt rather amused at the discovery. Twilight remained in stunned silence at her discovery clear up to when she realized Rarity was standing right behind her, having finished closing the shop.

"Something wrong, Twilight dear?" Rarity asked, concerned for her friend's silence and frozen stance.

"Oh no, nothing's wrong at all…" Twilight said, now smirking as she turned towards her. "…Red Lobster." She added as she levitated the costume up between them.

Rarity gasped and quickly took telekinetic control of the costume from Twilight, immediately sending it back up onto its shelf. "H-how did that end up there?" she asked in a panic. "And…hold on a second, how did you know about…"

Twilight cleared her throat and picked her voice up a bit so as to imitate herself when she was younger. "Roger that, Red Lobster. Celestia's speed be with you!" she said, smiling at Rarity once again.

"Book Fort…" Rarity said. Her voice was a whisper as the memory now also came flooding back to her mind. "It's not possible…all those years ago, that was…"

"It's a small world after all, isn't it?" Twilight commented. "Come on; let's reminisce over some tea and sandwiches."

Rarity nodded and fell in alongside Twilight, still quite stunned at the realization that while they shared a common bond through their cutie marks with their other four friends, the reality was that the friendship between the two of them went back even further.

Many years earlier…

"Mother, please, I wanna go shopping with you!" a little filly Rarity pleaded as she tried to keep pace with her mother.

"I'm sorry, Rarity, but mommy needs to do a lot of shopping today and JC Bitses isn't just one of the foremost department stores in Canterlot," her mother told her as they approached the famous store. "It's also one of the largest, and you'll get quite tired of walking around everywhere I need to go. I'm sure you'll find a way to occupy yourself at the store's daycare."

"But mommy, we don't get to come to Canterlot much!" Rarity whined. "I wanna have fun with you!"

"I'm truly sorry, dear. Sometime I promise we'll come back and have a special mother-daughter day, but this is how it has to be this time."

Rarity was on the verge of tears as they entered the store and went over to its daycare center. After her mother spoke a bit with the mare who was on duty, she kissed Rarity on the head and told her she'd be back later as Rarity was corralled inside. Rarity stood glaring angrily down at the floor for several moments. She was bound and determined to be miserable. For her to be stuck all alone in the daycare while her mother got to go shopping was simply awful in her mind. Just as she was ready to begin pitching a massive fit, she heard a rustle come from across the room. She finally looked up and saw the most curious sight she'd ever seen.

On the other side of the room stood two large stacks of books and between them sat another young unicorn filly that looked roughly her own age. She had a purple coat and mane and tail that were primarily indigo but with two streaks that were pink and lavender in color. She sat on the floor with her face buried in a book in front of her. Rarity didn't know what to make of her, especially considering she sat in the middle of what looked to her like a fortress made of books, but company was company and she'd rather at least have somepony to talk to than spend the next few hours in silence. She took a deep breath and approached the other filly cautiously as she thought about what to say to her first.

The bookish filly that Rarity was approaching, whose name was Twilight Sparkle, had lost herself in the book that sat in front of her. It was her only respite from reality for now; a reality that she was none too pleased with. She certainly did want to make sure they could give her father a proper birthday party that weekend, but she had desperately wanted to stay with her mother while she shopped. Her mother, however, insisted on leaving her at the store's daycare, reminding her that she got tired easily from too much walking around. This wasn't Twilight's first visit to the daycare at JC Bitses, but she was fortunate this time. Not only had she been the only child there at the time, but there was a whole new set of bookshelves filled with books to read. She'd quickly pulled down all the books that had looked interesting to her and, after stacking them up neatly on either side of her, had set to the task of reading as many of them as she could until her mother came back to pick her up. She was mostly through her third book when a white unicorn filly with an impeccably groomed violet mane and tail walked over and stood near where she sat reading.

"Good day to you," Rarity said after deciding that her best bet was to try and make a good first impression using her well-practiced manners.

Twilight gave her only the slightest nod to her in response as she seemed to barely register that there was anypony else around her.

"I guess we're both stuck here until our mothers come back for us," Rarity noted, looking around the otherwise unoccupied daycare area.

This time Rarity's comment apparently didn't warrant a response of any kind.

"So…what are you reading?" Rarity asked, looking curiously down at Twilight.

Twilight held her book up without closing it to show the cover to her.

"…is it interesting?" Rarity asked, feeling more and more uneasy with every passing moment.

Twilight resumed reading for a moment before finally giving her a vocal response. "…unique," was all she said.

"Which part?"

"…all of it."

"I, uh…guess you really like books, then?"


"I see…do you, uh…come here often?"

"I guess."

"I wish I could, but Canterlot is quite far from where I live."


Rarity grumbled a bit as it was now clear the other filly wasn't paying her much mind at all.

"Are you this rude to everypony, or just me?" she asked, sounding fairly annoyed.

"…huh?" Twilight said, only now looking up at the white unicorn filly standing in front of her. She immediately shrank back a bit, looking up at Rarity timidly. Rarity immediately felt bad for frightening her.

"I'm sorry; I didn't mean to scare you. I'm just…still a bit upset is all. I wanted to go shopping with my mother, but I guess I'm still too little to keep up with her."

"It's…um…it's okay," Twilight said, feeling a little less nervous after Rarity's apology and explanation. "I really don't like it much here either, but when mommy needs to come shopping I have to stay here. I get tired pretty easily so I can't really go with her yet. At least there are books to read this time, though."

"You really do seem to like books a lot, don't you?" Rarity asked, noting the towers of books that sat on either side of Twilight.

"Books are fun," Twilight said as she closed her book, set it aside and pulled another one down off of one of the towers. "They tell stories or teach me things, and they don't laugh at me or make fun of me for being different."

"I didn't mean to seem like I was making fun of you," Rarity told her apologetically. "I'm sorry."

"It's alright."

"Anyway, I guess I'd better find something to do to pass the time. My mother won't be back for me for quite a while."

"You, wanna read a book?" Twilight asked timidly. "I only grabbed so many because I was the only one here before. I'd feel bad if I hogged all of the books like this."

"Reading a book…" Rarity said, considering the idea as she looked over the book stacks once again. "I suppose there are worse ways to spend time. Which one should I read?"

"Well, I was about to start this one here," Twilight said, pointing down to the book in front of her. "You could read it with me if you want."

Rarity shrugged and, after they adjusted the piles of books to provide space for the both of them, began reading along with Twilight. It was a science fiction story about a rebellion in space against an evil empire, complete with a climactic battle with spaceships. Both fillies found it quite fun to read and even began chattering with each other over their favorite scenes.

"I must say, this isn't the sort of thing I usually get to read at home," Rarity said as they finished the book some time later. "It was a very fun story, though."

"I know, right?" Twilight said excitedly. "Sometimes after I read stuff like this it makes me want to pretend that I'm in the story and I play out some of the scenes! Only…well…I don't have any brothers or sisters. Or friends, really. So I end up playing alone."

Rarity frowned at the thought of being so alone. "That sounds quite lonely," she said.

Twilight shrugged at her. "I'm kinda used to it."

Rarity fell silent and looked around the room, noting that they were still the only two children present. She then looked back at Twilight and smiled at her.

"Well, you could play with me," she suggested. "We could pretend we're fighting in the last big battle in the story. Only if you want to, of course."

"Really?" Twilight asked hopefully. "You'd…you'd play with me?"

Rarity nodded to her and found herself immediately hugged by Twilight. She was unaccustomed to such displays of affection, especially from a filly she'd only just met, but found herself smiling all the same.

It didn't take long for the two fillies to re-stack the books into something resembling a fortress like what the rebels in the story had for their home base. They also set up the building blocks into a shape similar to the empire's main battleship. With their stage set, Rarity looked around the room for something that she could add to her appearance since she was going to pretend to be a fighter pilot. She spotted a trunk full of play clothes and costumes and quickly went through it, settling on what turned out to be a lobster costume. In truth she'd only picked it because the character she was pretending to be had been called "Red Leader" and the costume was, of course, red.

"Red Lobster standing by," Rarity said, taking on a serious expression as the game was now on. "Come in Book Fort. Over."

"This is Book Fort," Twilight said, poking her head out from the fortress of books. "I copy you, Red Lobster."

"Book Fort, I am beginning my attack run," Rarity said as she trotted around the edge of the room, eyeing the battleship made out of blocks warily.

"Roger that, Red Lobster," Twilight replied. "Celestia's speed be with you!"

Rarity turned sharply and dashed towards the "ship", veering off just before reaching it. She came back around and made another pass, this time speeding right in front of it.

"Book Fort, the empire's battleship's shields are too strong!" she cried out. "My lasers aren't doing anything to it!"

"Aim for the control tower, Red Lobster," Twilight replied. "If you can knock that out, the battleship's shields will fall and you can take it out once and for all!"

"Copy that, Book Fort. I'm on it!"

"Red Lobster, watch out! Enemy fighters are incoming!"

"I see them, Book Fort! I'm taking evasive maneuvers!"

Rarity quickly doubled back a ways away from the "battleship", pretending she had several enemy fighters now pursuing her.

"I'm under heavy fire, Book Fort!"

"Reinforcements are on the way, Red Lobster!" Twilight said as she began crawling out of the fort. "In the meantime, do a barrel roll!"

Rarity quickly dropped to her stomach and rolled over and over several times before jumping up again and rushing back towards the "battleship". She swiped at the very top of it, toppling over a few blocks that scattered to the floor.

"I've taken out the control tower!" she called out. "But I've still got one enemy fighter on me! I can't shake them!"

"Yeee-hah!" Twilight cried out as she crossed paths right behind Rarity, pretending to take out the last enemy fighter. "You're all clear, Red Lobster! Now let's blow that thing and go home!"

Twilight and Rarity both bore down on the "battleship" and pounced on it, utterly demolishing it and sending blocks bouncing all over the daycare center's floor. They both laughed and celebrated their victory as they made their way back over to the book fort, both of them a bit winded from the activity.

"That was a lot of fun!" Twilight said energetically. "Let's find another story to play out!"

"I'm all for that," Rarity said, also still feeling a bit of a rush from the game. "You're really quite fun to play with you know?"

"Thanks. You're one of the nicest fillies I've ever met. Most of the ponies my age that I meet just call me a nerd or a geek or something like that."

"Well I'm not most ponies," Rarity said proudly as she sat down while Twilight picked another book.

Twilight just smiled at her as she set the next book down for them to read. Not too far into the story, however, both fillies found themselves yawning and feeling their eyelids getting heavier and heavier. When Rarity's mother came by the daycare to pick her up some time later, she found her daughter still wearing the lobster costume and sound asleep next to Twilight. Quietly and carefully, she made her way over to the pair of sleeping fillies and hefted Rarity up onto her back. It made for quite the load along with the rather full saddlebags she was carrying, but it was nothing she wasn't used to.

"….mmm….Book Fort…" Rarity mumbled in her sleep. "…let's play some more…"

"Shh," her mother told her softly. "Just stay asleep, dear."

After promising the mare on duty at the daycare that she'd wash and return the lobster costume another time, Rarity's mother made her way out of the store and began the trek to the Pegasus chariot service that would ferry them back to Ponyville. Just as she left the store, Twilight's mother arrived to pick her up as well. She, likewise, got her daughter up onto her back and made her way out of the store after thanking the mare on duty as well.

"Red Lobster…" Twilight murmured as she stirred on her mother's back. "…can we be…friends…?"

"Sounds like you've had quite the full day, honey," her mother told her quietly. "Time to get home so I can make you that dinner I promised."

Both fillies slept peacefully for the remainder of their respective journeys home. It didn't occur to either of them until much later that day that for all the playing and reading together they had done, they hadn't once exchanged names.

"After I realized that I'd never found out your name that day, I was devastated," Rarity said to Twilight, who sat across from her at their table at the café. Two empty teacups and the remnants of a pair of daffodil sandwiches sat on the table between them. "Mother did intend to return the lobster costume, but I begged and pleaded with her not to. I wore it as my Nightmare Night costume for the next two years, thinking maybe I'd see the filly I only knew as 'Book Fort' and that she would recognize me in it. Obviously that never happened, but I kept the costume anyway as a reminder that somewhere out there was somepony who had been my friend on a day when I was in dire need of one."

"I always did enjoy Nightmare Night as a filly, but Canterlot had its own set of celebrations for the festival," Twilight replied. "I never got to come to Ponyville's festival until this year. That day at the store stuck in my memory for a long time, though, and eventually I even made up an imaginary friend based on the filly I only knew as 'Red Lobster'. The book we'd read that day became an all-time favorite of mine and I've gone back to read it countless times since then. Not because it's a good read, but because it was the story that helped me find my first real friend."

"I just can't believe I never realized it was you until today, Twilight. I can't help but feel a little foolish."

"Imagine how I feel. I always remembered the filly I'd played with was a white unicorn with a purple mane and tail. I feel downright stupid for not realizing it was you when I first came to Ponyville."

Rarity put one of her forehooves under her chin thoughtfully. "I suppose this just means we've always been meant to be friends. It's just a shame it took us so long to get back together."

"I imagine both our lives might have been pretty different if we had stayed in touch somehow," Twilight said with a slightly sardonic laugh.

"To say the least, darling. I could've made you so much more popular in school with a few choice outfits."

"And I probably could've helped you get better marks in school with some better studying habits."

Both unicorns couldn't help but have a fit of giggles at their own comments. Once they finally calmed down again, Rarity paid the bill for their visit to the café just as she'd promised and the two prepared to leave.

"Do you think we should tell the girls about our history, Rarity?" Twilight asked her as they headed away from the café.

"Much as I'm sure they'd be curious to know about our true first meeting, I'd rather just keep this between the two of us if it's all the same by you, Twilight," Rarity told her. "I have a feeling I'd never hear the end of the whole 'Red Lobster' bit from at least two of them, if not more."

"I guess I can appreciate that," Twilight said, stifling another giggle.

"Can I ask you something, Twilight?" Rarity asked with clearly something on her mind.

"Not at all, Rarity. What is it?"

"Do you miss those times when you were younger? You know, when life wasn't quite so complicated…when you felt more certain about what tomorrow would bring…and every day seemed a little brighter?"

Twilight stopped walking as she gave Rarity's question some thought. As she formed her response in her head, she couldn't help but grin at her friend again.

"I can understand your yearning for a bygone time, Rarity," she said. "And you'll have to pardon me if I answer your question with another one, but for as blissful and pure as those times may have been back then…would you really trade any of your time now with your friends for one more day as a filly who was all alone and wondering if she'd ever see her best friend again?"

Twilight's response, despite being a question, was as spot-on of an answer as Rarity could have wanted. She smiled in return as they began walking once again.

"I wouldn't trade even so much as a heartbeat," she told Twilight. "Simpler times may seem attractive when one looks back on them, but nothing beats the here and now."

"I couldn't agree more," Twilight replied. A thought then occurred to her related to their entire talk that afternoon. "Would you mind if I wrote a letter to the princess about our talk today, Rarity?" she asked.

"By all means, Twilight. I was thinking of doing the same myself actually, if that's all right by you."

"Absolutely. Oh and don't worry, I'll leave out the part about the costume in my letter."

"Yes, I would thank you for that dear. I daresay Princess Celestia knowing about that might be even more mortifying than any of our friends knowing."

As they reached Carousel Boutique the two friends bid each other farewell for the day and Twilight turned to return to her library to write her letter and do some more research.

"Oh, Twilight, one more thing," Rarity called out after her. Twilight stopped and turned to face her again. "Do you suppose I could borrow that book sometime? I think I'd like to read it again for old time's sake."

"Whenever you'd like, Red Lobster," Twilight called back with a smile before trotting off again.

"Thank you, Book Fort," Rarity said with another soft laugh as she headed into her store. "Thank you…old friend."

The End.

Author's Note: This story was inspired by an adorable pony comic I saw once that itself was based on an Internet meme. I know it was only ever intended to be cute and funny, but after I saw it this story all but wrote itself for me. I hope you enjoyed reading this even half as much as I enjoyed writing it, and I hope you find my other stories to be entertaining as well.